Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2011

Jan 18, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

PAN ASIA MINING LIMITED 寰亞礦業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8173)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the "EGM") of Pan Asia Mining Limited (the "Company") will be held at Suite 3008, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on Wednesday, 9 February 2011 at 11 a.m. to consider and, if thought fit, to pass with or without amendments, the following resolution:

ORDINARY RESOLUTIONS

1. THAT subject to the fulfillment of all the conditions set out in the section headed "Conditions of the Capital Reorganisation" in the circular of the Company dated 17 January 2011 (the "Circular", a copy of which has been tabled at the meeting marked "A" and initialed by the chairman of the meeting for the purpose of identification), with effect from the date immediately after the date of passing this resolution:

(a) every fifty (50) issued and unissued shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) share of HK$0.50 each (the "Consolidated Share") in the share capital of the Company (the "Share Consolidation"), and any fractional Consolidated Shares resulting from the Share Consolidation shall be disregarded and not be issued to the shareholder(s) concerned, but all such fractional Consolidated Shares shall be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the "Directors") may think fit;

(b) subject to and forthwith upon the Share Consolidation taking effect, the Company's authorised share capital be increased from HK$300,000,000 divided into 600,000,000 Consolidated Shares of a nominal value of HK$0.50 each to HK$1,000,000,000 divided into 2,000,000,000 Consolidated Shares of a nominal value of HK$0.50 each by the creation of 1,400,000,000 Consolidated Shares (the "Increase in Authorised Share Capital"); and

(c) any of the Directors be and is hereby authorised to do all things and acts and sign all documents which he considers necessary, desirable, or expedient in connection with the implementation of the Share Consolidation and the Increase in Authorised Share Capital (collectively, the "Capital Reorganisation").

---

1. THAT subject to (i) the Capital Reorganisation becoming effective; and (ii) the fulfillment of the conditions in the underwriting agreement dated 22 December 2010 entered into between Guotai Junan Securities (Hong Kong) Limited (the “Underwriter”) and the Company (the “Underwriting Agreement”, a copy of which has been tabled at the meeting marked “B” and initialed by the chairman of the meeting for the purpose of identification):

(a) the allotment and issue by way of rights issue (the “Rights Issue”) of not less than 760,153,400 Consolidated Shares and not more than 760,653,400 Consolidated Shares (the “Rights Shares”) to the shareholders of the Company (the “Shareholders”) at a subscription price of HK$0.50 per Rights Share on the basis of five (5) Rights Shares for every one (1) Consolidated Share then held by the Shareholders whose names appear on the register of members of the Company at the close of business on a date to be fixed by the Directors (the “Record Date”), other than those Shareholders whose addresses as shown on the register of members of the Company are outside Hong Kong on the Record Date and whom the Directors, after making enquiry as required under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, consider it necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place not to offer the Rights Shares to such Shareholders, and on the terms and conditions as set out in the Circular, and such other terms and conditions as may be determined by the Directors, be and is hereby approved;

(b) the Underwriting Agreement be and is hereby approved, confirmed and ratified and any Director be and is hereby authorised to do such acts or execute such documents which may be necessary, desirable or expedient in his opinion to carry into effect or to give effect to the terms of the Underwriting Agreement; and

(c) the Directors be and are hereby authorised to allot and issue the Rights Shares pursuant to and in connection with the Rights Issue and any Director be and is hereby authorized to do all such acts and things and execute all such documents which in his opinion may be necessary, desirable or expedient to carry out or give effect to or in connection with the Rights Issue or any transactions contemplated thereby.”

By Order of the Board

Mr. Wong Chung Yu Denny

Chairman

Hong Kong, 19 January 2011

---

— 3 —

Notes:

(1) Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one, or if such member is a holder of more than one Share, more proxies to attend and vote in his/her stead. Where a member appoints more than one proxy, the instrument of proxy shall state which proxy is entitled to vote on a poll. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is appointed.

(2) In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney as soon as possible and in any event not less than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof.

(3) The form of proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of a form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such form of proxy on behalf of the corporation without further evidence of the fact.

(4) Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

(5) In case of joint holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto. However, if more than one such joint holders are present at the meeting personally or by proxy, then one of such holders whose name stands first in the register of member of the Company shall alone be entitled to vote in respect of that share.

As of the date of this announcement, the Board comprises two executive Directors, Mr. WONG Chung Yu Denny and Mr. LIU Junqing, one non-executive Director, Mr. YIN Mark Teh-min, and three independent non-executive Directors Mr. LAI Kai Jin, Michael, Mr. CHU Hung Lin, Victor and Mr. TONG Wan Sze.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

This announcement will remain on the page of “Latest Company Announcement” on the GEM website for at least seven days from the date of its positing.